In the Farrow's den that evening, Gene dozes in front of the TV that is broadcasting the early 50's game show Strike It Rich while miserable 40 year-old Lois fidgets and drinks next to him on the sofa. Their failed marriage (although modestly well-off) is wearisome and loveless. She visits her daughter in her bedroom, where Jacy is lounging on her bed and reading movie magazines. As Jacy applies cold cream to her face in front of her dresser mirror (and Tony Bennett sings 'Cold, Cold Heart' on the radio), Lois expresses her disapproval of her relationship with Duane and convinces Jacy that there's no future with him. Jacy tells her mother that she doesn't envy her unhappy and "miserable" marriage. (Lois basically married for money, and then she scared her husband into becoming rich - and then turned unfaithful for most of her married life):

Lois: I'd just hate to see you marry him, that's all. You wouldn't be rich anymore, and in about two months...
Jacy: I don't care about money...
Lois: ...he'd quit flattering you.
Jacy: Not at all.
Lois: Well, you're pretty stupid then.
Jacy: Well, you married Daddy when he was poor. And he got rich, didn't he?
Lois: I scared your Daddy into gettin' rich, beautiful.
Jacy: Well, if Daddy could do it, Duane could too.
Lois: Not married to you. You're not scary enough.
Jacy: Well, you're rich and you're miserable. I sure don't want to be like you.
Lois: Not much danger of that.

Jacy's mother wishes to manipulate her own daughter's future and have her marry well. She caustically encourages her to sleep with Duane, with protection, to find out that there's nothing magical about him: "I thought if you slept with him a few times you might find out that there isn't anything magic about him, and then we can send you away to a good school...where you can marry some wealthy boy." Lois intends for Jacy to go away to a good college where she can meet a more eligible (and wealthy) man. She wants a better life for her own daughter than she had:

Jacy: Why can't I just stay here and go to college in Wichita Falls?
Lois: Because everything is flat and empty here, and nothin' to do.

She leaves the room with experiential advice:

Just remember, beautiful, everything gets old if you do it often enough. So if you wanna find out about monotony real quick, marry Duane.

A phone call from Lois to Abilene with a request for "company" is coldly rejected. Uninterested, he would rather drive out to inspect his oil well. Lois sarcastically replies: "Drill hard. You're better at oil wells, anyway."

The next afternoon as a cold northern wind blows, Sonny (wearing his football letter jacket with a large A) stops at the Popper house to transport his coach's wife to the doctor. She is patiently waiting in the living room [sitting under a gun rack] and listening to the radio, and surprised to see that her husband has arranged for a driver. After her appointment and their return home to her sterile life (although her problem is vaguely hinted at, she is probably deeply depressed and near-suicidal), she stares off into space and then thanks Sonny by apologetically inviting him in for a "soda - if you can stand me for a few more minutes." The kitchen is unkempt, with unwashed breakfast dishes still sitting on the table. As they sit at the kitchen table (under a mounted gun pointed at Sonny above his head), she awkwardly tells Sonny that she is sorry she made him come in, but Sonny sticks around for a Dr. Pepper anyway. Sonny doesn't know how to react when she watches him drink and then begins sobbing with her head in her hands. He doesn't know that she is starved for affection and neglected by her husband:

Sonny: I guess you'll be glad when basketball season is over.
Ruth: Why?
Sonny: Well, Coach probably don't get to stay home much during football and basketball season.
Ruth: My God. You don't know a thing about it, do you?

At the community's Christmas party in the decorated American Legion Hall, a hillbilly country group plays songs as people dance. Outside, a goofy but citified Lester Marlow (Randy Quaid), who sips bourbon from a flask on the sly, invites Jacy to a "midnight swimming party" in Wichita Falls held by Bobby Sheen, a rich college boy that she met at the Country Club. She is intrigued that "everybody swam naked" at the previous party with his folks gone, and the promise that "it'll probably be pretty wild." But she must first find a way to dump Duane.

A long tracking shot takes us inside the dance hall, as Abilene enters with Jackie Lee French (Pamela Kelier). His boss' wife Lois (wearing a low-cut dress) openly kisses him on the mouth - angering Jackie ("I oughta slap your face"). Lois retorts back: "Well, why don't you just kiss my ass?" She twirls with Abilene on the dance floor, upstaging her daughter's dancing with Duane, as her aging husband plays dominoes at a table with other men. [Notably, "Red River Valley" and "Golden Slippers" play, both director John Ford's favorites.]

Joe Bob is intimidated by Leroy (Loyd Catlett) at the refreshment table. Sonny's estranged father (Grover Lewis) has only a few banal words with his son, illustrating how their family has experienced a severe breakdown:

Mr. Crawford: How ya doing?
Sonny: OK.
Mr. Crawford: Well that's good.
Sonny: See ya.

In the pickup, after receiving a Christmas present from Duane of a wrist watch (that he had saved up for six months to purchase), the bitchy and manipulative Jacy (with high aspirations and ambitions) informs her surprised boyfriend that she will be sorry to leave him. She blames her mother for making her promise to go to a swimming party in Wichita with Lester Marlow "'cause his folks are so rich." And she tries to calm Duane by confessing that "All I wanna do is stay with the man I love," and by teasing him by guiding his hand under her dress. She then quickly leaves the car, ditches her hot-and-bothered boyfriend, and steps into Lester's car. The Sheriff (Joe Heathcock) breaks up a fight that brews between the fuming "roughneck" Duane and a flustered Lester.

Sonny notices Ruth in the hall's kitchen and gravitates to her, where she is stuck cleaning up empty punch cups and other garbage. As he helps her, he describes why he broke up with Charlene Duggs: "I guess we broke up because we didn't like each other much to begin with." He accompanies her outside to a trash can with a wastebasket, where the camera - pointed upward - captures the moment when their mouths are suddenly brought close together. Sonny leans down and kisses her - and then excitedly promises to drive Ruth to the clinic again the following week. They kiss again - but hastily pull back when a car's lights illuminate their surreptitious kiss above the town's dirty garbage.

At the pool party, a stark naked Bobby Sheen (Gary Brockette) greets Lester and Jacy when they arrive, labeling them: "New victims." While the others engage in water fights, Bobby (who jokes about being "dressed informally") steps out of the water to shake Lester's hand. His nude girlfriend Annie-Annie Martin (Kimberly Hyde) also emerges from the private indoor pool, joins Bobby and asks the newcomers: "Wanna join the club?" Neophyte Jacy is challenged to get undressed out on the diving board as part of the initiation rites. The whole naked group of teenaged boys and girls eagerly sits by the edge of the pool to watch "the strip show."

Nervously and gingerly, Jacy removes her white shoes and white coat and climbs out onto the diving board. Fearing that she may lose her balance, Jacy complains: "Goodness, I hope I don't fall off this thing." She slowly removes her full-length dress, her silky white slip, unhooks her garters and slides off each stocking, and then takes off her garter belt. As she is unfastening her bra top, she almost falls and prevents tumbling into the water by sitting down on the board. Then in one dramatic gesture, she yanks off her bra top and flings it on top of her pile of clothes. Finally, she slides off her panties and tosses them at Bobby's ten year old brother who surfaces beneath the end of the board. She is cheered as she hops into the water - completely naked, although she has forgotten to remove Duane's present. Realizing that the watch has stopped working, she shrugs and smiles at Bobby. Jacy's bid for acceptance from the rich set of kids has succeeded - she has attracted the attention of the wealthy young playboy.

Back at the Christmas party in Anarene, Duane vents his pent-up frustration by spitefully becoming drunk with a group of other young males. He proposes to "go do something." Characteristically, one of the group's members suggests hunting up "some pussy," and Duane adds: "Let's all go out and get a f--k." When Leroy suggests his Uncle Hank's heifer ("I say a heifer beats nothin'"), Duane incites everyone to play a cruel joke on "idiot kid" virgin Billy: "What we oughta do is buy Billy here a piece of ass." Although Sonny attempts to protect Billy from being deflowered, Leroy believes they should fix Billy up with prostitute Jimmie Sue. They execute the plan, pay Jimmie Sue for her services in the back of a car on a back road, and remove Billy's pants. Sonny hangs back from the group, fearing that Sam the Lion will eventually find out. Jimmie Sue is angered when Billy ejaculates prematurely ("Look at this mess"), and she kicks him out of the car - his nose is bloodied.

The gang of boys deliver Billy back to the pool hall, where they are confronted by Sam, who acts as the town's moral center and voice of quiet authenticity. Duane, the ringleader, cowers in the back seat of the car unnoticed, as Sam severely chastises the other kids for their "trashy behavior" and forbids them from entering his pool-hall, cafe, and picture show. After watching their treatment of Billy, he is outraged and punishes them for spreading moral decay throughout the community:

Sam: Now you boys can get on outta here. I don't wanna have no more to do with ya. Scarin' an unfortunate creature like Billy, just so's you could have a few laughs. I've been around that trashy behavior all my life. I'm gettin' tired of puttin' up with it. And you can stay outta this poolhall, outta my cafe and my picture show too. I don't want no more of your business.
Sonny: We didn't mean for anything bad to happen, Sam. We...
Sam: You didn't even have the decency to wash his face.

The next scene opens with a closeup of Scholastic Coach magazines on the Poppers' bedroom dresser top. After driving to the next week's doctor's appointment, Sonny and Ruth tentatively enter the bedroom. Sonny is hesitant, but is reassured that the Coach won't return anytime soon:

Sonny: You sure he won't come?
Ruth: You know he won't. He's just startin' basketball practice.

They kiss standing up and then hurriedly and self-consciously undress (without looking at each other) in separate areas of the bedroom. For a short moment, Ruth's silk slip resists being removed and unglamorously gets caught over her head. Embarrassed, they both climb into bed in their undergarments, and then under the covers remove their remaining clothing and toss them out. She permits Sonny to proceed: "It's all right." He rolls on top of her and begins making love to her. Their furtive love-making movements on the bed are accompanied by squeaky bedsprings that grow louder and louder with each thrusting motion. The springs ruin the experience and poignantly echo Ruth's anguish and pain. She cries and tears streak her cheeks as she expresses her low self-esteem and gives her heart to him. He rolls over as she apologizes:

Ruth: I'm sorry I cried. I was just so scared, I guess...I was scared I could never do this, I guess. I can't seem to do anything without crying about it - how could you like me?
Sonny: Oh, I like you.
Ruth: I'm glad. (He kisses her.)

One evening at dusk, Sonny drives his pickup to an overlook outside of town and chews on a peanut pattie. As he listens to the radio, he looks back at the twinkling lights of the town, as the words are sung:

...So I wrote it in the words of this song.
I didn't know God made honky-tonk angels.
I might have known you'd never make my wife.
You gave up the only one that ever loved you,
And went back to the wilder side of life.

Another morning at dawn, Sonny timidly enters the cafe where he finds Genevieve alone, reading the Ladies Home Journal. He hasn't been allowed in the cafe for a long while and has lost weight ("Ain't had any of your cheeseburgers in weeks"). As she fixes him a cheeseburger, he can't cover up the fact that it was Duane's idea to torment Billy, although he "didn't have the decency to own up to it." In the small town, Genevieve has heard talk that Sonny (now blushing) has drifted into a liaison with Ruth Popper:

One thing I know for sure - a person can't sneeze in this town without somebody offerin' him a handkerchief...it's an awful small town for any kinda carryin' on...And some people got a lotta guns.

Sam and Billy enter the cafe, causing Sonny to be dismayed and fearful, but the stern-looking Sam relents when Billy grins and joins Sonny (and Sonny turns Billy's cap backwards). An apologetic Sonny is relieved that he has been forgiven by his father figure, and then sits down to eat his cheeseburger. Reassuringly, Sam orders a meal for himself too:

Chicken-fry me a steak. And try to use meat this time.

At a booth, Sam talks about the disastrous basketball game the night before: "121 to 14. Must be pretty near a record...I reckon ya all need glasses."

As Sonny's misguided relationship with Ruth continues, she truly falls in love with him, but he only acts selfishly. She mothers him, combs his hair, and offers him Oreo cookies and oatmeal. Sonny asks about her marriage to his coach and fears being discovered:

Sonny: How come you've stayed with the Coach - you don't like him much?
Ruth: I wasn't brought up to leave a husband. I guess that's why. Or maybe I was just scared to. I never noticed how ugly this room is. What's your favorite color?
Sonny: I don't know - blue.
Ruth: Maybe I'll re-paper it.
Sonny: Why'd you marry him?
Ruth: I don't know. My mother didn't like him. Maybe that was it. When I was 20 years old, I thought hairy-chested football coaches were about it. I'm gonna buy us a new quilt - a blue one.
Sonny: What do ya think he'd do if he found us?
Ruth: Shoot us, probably. He's always glad to have an excuse to use his deer rifle. (They smile at each other)